WHEREAS on May 9, 2006, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to sections 127(1) and 127.1 of the Securities Act (the “Act”) in respect of Khaldoun Kader (“Kader”);

AND WHEREAS Kader entered into a settlement agreement with Staff of the Commission (“Staff”) dated April 28, 2006 (the “Settlement Agreement”) in which he agreed to a proposed settlement of the proceeding commenced by the Notice of Hearing, subject to the approval of the Commission;

AND WHEREAS Staff recommend approval of the Settlement Agreement;

AND UPON reviewing the Settlement Agreement and the Notice of Hearing and upon hearing submissions of Staff and counsel for Kader;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS HEREBY ORDERED THAT:

the Settlement Agreement is hereby approved;

pursuant to clause 2 of subsection 127(1) of the Act, Kader shall cease trading securities for a period of ten (10) yearseffective from the date of this Order with the exception that Kader shall be permitted to trade in securities limited to mutual funds in registered retirement savings plans in which he has sole beneficial interest;

pursuant to clause 3 of subsection 127(1) of the Act, and subject to (a) above, any exemptions contained in Ontario securities law shall not apply to Kader for a period of ten (10) years effective from the date of this Order;

pursuant to clause 6 of subsection 127(1) of the Act, Kader shall be reprimanded;

pursuant to clause 8 of subsection 127(1) of the Act, Kader shall be prohibited from becoming or acting as a director or officer of a reporting issuer for a period of ten (10) years effective from the date of this Order;

pursuant to section 127.1 of the Act, Kader shall pay the sum of $5,000 to the Commission in respect of a portion of the costs of the investigation and proceeding in relation to this matter; and

pursuant to clause 9 of subsection 127(1) of the Act, Kader shall make a settlement payment of USD $136,077 to the Commission for allocation to or for the benefit of third parties under section 3.4(2) of the Act.